A partnership is dissolved, and its business must be wound up,
only upon the occurrence of any of the following events:

(1) In a partnership at will, the partnership's having notice
from a partner, other than a partner who is dissociated under
subdivisions (2) through (10), section one, article six of this
chapter, of that partner's express will to withdraw as a partner,
or on a later date specified by the partner;

(2) In a partnership for a definite term or particular
undertaking:

(i) The expiration of ninety days after a partner's
dissociation by death or otherwise under subdivisions (6) through
(10), section one, article six, or wrongful dissociation under
subsection (b), section two, article six, both of this chapter,
unless before that time a majority in interest of the remaining
partners, including partners who have rightfully dissociated
pursuant to paragraph (i), subdivision (2), subsection (b), section
two, article six of this chapter, agree to continue the
partnership;

(ii) The express will of all of the partners to wind up the
partnership business; or

(iii) The expiration of the term or the completion of the
undertaking;

(3) An event agreed to in the partnership agreement resulting
in the winding up of the partnership business;

(4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure
of illegality within ninety days after notice to the partnership of
the event is effective retroactively to the date of the event for
purposes of this section;

(5) On application by a partner, a judicial determination
that:

(i) The economic purpose of the partnership is likely to be
unreasonably frustrated;

(ii) Another partner has engaged in conduct relating to the
partnership business which makes it not reasonably practicable to
carry on the business in partnership with that partner; or

(iii) It is not otherwise reasonably practicable to carry on
the partnership business in conformity with the partnership
agreement; or

(6) On application by a transferee of a partner's transferable
interest, a judicial determination that it is equitable to wind up
the partnership business:

(i) After the expiration of the term or completion of the
undertaking, if the partnership was for a definite term or
particular undertaking at the time of the transfer or entry of the
charging order that gave rise to the transfer; or

(ii) At any time, if the partnership was a partnership at will
at the time of the transfer or entry of the charging order that
gave rise to the transfer.

WVC 47 B- 8 - 2
§47B-8-2. Partnership continued after dissolution.
(a) Subject to subsection (b) of this section, a partnership
continues after dissolution only for the purpose of winding up its
business. The partnership is terminated when the winding up of its
business is completed.

(b) At any time after the dissolution of a partnership and
before the winding up of its business is completed, all of the
partners, including any dissociating partner other than a
wrongfully dissociating partner, may waive the right to have the
partnership's business wound up and the partnership terminated.

In that event:

(1) The partnership resumes carrying on its business as if
dissolution had never occurred, and any liability incurred by the
partnership or a partner after the dissolution and before the
waiver is determined as if dissolution had never occurred; and

(2) The rights of a third party accruing under subdivision
(1), section four, article eight of this chapter or arising out of
conduct in reliance on the dissolution before the third party knew
or received a notification of the waiver may not be adversely
affected.

WVC 47 B- 8 - 3
§47B-8-3. Right to wind up partnership business.

(a) After dissolution, a partner who has not wrongfully
dissociated may participate in winding up the partnership's
business, but on application of any partner, partner's legal
representative, or transferee, the circuit court or judge thereof
in vacation, for good cause shown, may order judicial supervision
of the winding up.

(b) The legal representative of the last surviving partner may
wind up a partnership's business.

(c) A person winding up a partnership's business may preserve
the partnership business or property as a going concern for a
reasonable time, prosecute and defend actions and proceedings,
whether civil, criminal or administrative, settle and close the
partnership's business, dispose of and transfer the partnership's
property, discharge the partnership's liabilities, distribute the
assets of the partnership pursuant to section seven, article eight
of this chapter, settle disputes by mediation or arbitration, and
perform other necessary acts.

WVC 47 B- 8 - 4
§47B-8-4. Partner's power to bind partnership after dissolution.
Subject to section five, article eight of this chapter, a
partnership is bound by a partner's act after dissolution that:

(1) Is appropriate for winding up the partnership business; or

(2) Would have bound the partnership under section one,
article three of this chapter before dissolution, if the other
party to the transaction did not have notice of the dissolution.

WVC 47 B- 8 - 5
§47B-8-5. Statement of dissolution.

(a) After dissolution, a partner who has not wrongfully
dissociated may file a statement of dissolution stating the name of
the partnership and that the partnership has dissolved and is
winding up its business.

(b) A statement of dissolution cancels a filed statement of
partnership authority for the purposes of subsection (d), section
three, article three of this chapter and is a limitation on
authority for the purposes of subsection (e), section three,
article three of this chapter.

(c) For the purposes of section one, article three and section
four, article eight, both of this chapter, a person not a partner
is deemed to have notice of the dissolution and the limitation on
the partners' authority as a result of the statement of dissolution
ninety days after it is filed.

(d) After filing and, if appropriate, recording a statement of
dissolution, a dissolved partnership may file and, if appropriate,
record a statement of partnership authority which will operate with
respect to a person not a partner as provided in subsections (d)
and (e), section three, article three of this chapter in any
transaction, whether or not the transaction is appropriate for
winding up the partnership business.

WVC 47 B- 8 - 6
§47B-8-6. Partner's liability to other partners after dissolution.
(a) Except as otherwise provided in subsection (b) of this
section, after dissolution a partner is liable to the other
partners for the partner's share of any partnership liability
incurred under section four of this article for which such partner
is personally liable under section six, article three of this
chapter.

(b) A partner who, with knowledge of the dissolution, incurs
a partnership liability under subsection (2), section four of this
article by an act that is not appropriate for winding up the
partnership business is liable to the partnership for any damage
caused to the partnership arising from the liability.

WVC 47 B- 8 - 7
§47B-8-7. Settlement of accounts and contributions among partners.
(a) In winding up a partnership's business, the assets of the
partnership, including the contributions of the partners required
by this section, must be applied to discharge its obligations to
creditors, including, to the extent permitted by law, partners who
are creditors. Any surplus must be applied to pay in cash the net
amount distributable to partners in accordance with their right to
distributions under subsection (b) of this section.

(b) Each partner is entitled to a settlement of all
partnership accounts upon winding up the partnership business. In
settling accounts among the partners, the profits and losses that
result from the liquidation of the partnership assets must be
credited and charged to the partners' accounts. The partnership
shall make a distribution to a partner in an amount equal to any
excess of the credits over the charges in the partner's account.
A partner shall contribute to the partnership an amount equal to
any excess of the charges over the credits in the partner's account
that is attributable to an obligation for which such partner is
personally liable under section six, article three of this chapter.

(c) If a partner fails or is not obligated to contribute, all
of the other partners shall contribute, in the proportions in which
those partners share partnership losses, the additional amount
necessary to satisfy any partnership obligations for which suchpartner is personally liable under section six, article three of
this chapter. A partner or partner's legal representative may
recover from the other partners any contributions the partner makes
to the extent the amount contributed exceeds that partner's share
of the partnership obligations, to the extent such contributions
are made on account of obligations for which the other partners are
liable under said section.

(d) After the settlement of accounts, each partner shall
contribute, in the proportion in which the partner shares
partnership losses, the amount necessary to satisfy partnership
obligations for which such partner is personally liable under
section six, article three of this chapter and that were not known
at the time of settlement.

(e) The estate of a deceased partner is liable for the
partner's obligation to contribute to the partnership under
subsection (b) of this section.

(f) An assignee for the benefit of creditors of a partnership
or a partner, or a person appointed by a court to represent
creditors of a partnership or a partner, may enforce a partner's
obligation to contribute to the partnership under subsection (b) of
this section.

Note: WV Code updated with legislation passed through the 2014 1st Special Session
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